| As we all know,companies,which are an important part of the socialist market economy,have been playing an important role in economic development as the main driving force.The Articles of Incorporation,which are the company’s most important normative document,not only guide internal operations,but are also of great significance for the company’s external affairs.The current Companies Act,which came into force on 1 January 2006,expressly provides for the right to autonomy of company statutes.This provision significantly extends the autonomy competence in company law.At the same time,it gives the company more and more scope for autonomy.This can be said to have important implications for the governance aspects of the company.With the rapid development of China’s market economy,corporate governance seems to have become an essential and important part of market activities.And in corporate governance,the autonomy of the articles of association is increasingly important.Through the articles of association,the role of shareholders in the governance of the internal company and in the organization of external business activities is fully reflected;moreover,the code of corporate law exists as the legal document of the State regulating the organization and operation of the company.The cooperation and conflict between corporate law and corporate autonomy charters can be said to be both opposing and unifying.With the further development of the Companies Act,the increasing number of autonomy provisions and the expanding space for autonomy,there are not a few cases of disputes arising from the autonomy of the articles of association in real life.It is for this reason that there is no clear answer as to whether the relevant provisions of the articles of association are valid and how they should be determined.However,we also have to recognize the fact that there is no such thing as an unrestricted and expanded border of corporate autonomy.Therefore,it is destined to be a game between a company law with mandatory legal norms and an autonomous charter with arbitrary legal norms,and the ultimate goal of the autonomous charter of the company will be affected more or less because of some defects in the form and legal features such as externalities.Moreover,there are issues related to the external market and the changing values of people.Therefore,in the author’s opinion,it is necessary to place restrictions on the articles of incorporation.In addition,on the issue of the demarcation of the boundaries of autonomy in the articles of association,the author believes that it is important to adhere to the basic principles of "equality of shareholders" and "protection of the interests of small and medium shareholders".Only the pursuit of efficiency,based on the premise of equity,can truly serve as a guiding principle for the specific criteria of the legal boundaries of the charter.In addition,our considerations for defining the boundaries of the articles of incorporation are based on the need for the public interest and the purpose of considering the legitimate interests of creditors.Generally speaking,in addition to the goal of profit,society has social responsibility requirements for enterprises,and this traditional view makes enterprises not only focus on the production process,but also pay attention to the value of people other than production Concerned about the contribution that enterprises,as cells of the national economy,make to the social environment,to consumers,and even to society as a whole.Therefore,in order to promote the development of the market economy and improve the efficiency of transactions,we must emphasize the autonomy of the company as the main body and reduce unnecessary interference in state power.At the same time,we also need to strengthen transaction security and carry out the necessary restrictions and guidance of company autonomy,so as to avoid damage to the legitimate rights and interests of the company’s counterparties or creditors.To sum up,this article will further discuss the importance of defining the autonomous boundaries of the company’s articles of association.The main contents of this article are as follows: Chapter One is the introduction of cases,which is the clue of the full text,which runs through.By introducing the basic situation of the case,refining the controversial focus of the case,the main research issues are raised,and the core issue discussed in this article is thrown out-the issue of delineating the autonomous boundaries of the company charter.The second chapter summarizes the current de facto laws in China on the delimitation of company charter autonomy,and interprets the regulations on autonomy of company charters from the current company law and civil law.At the same time,other cases of conflicts between the company’s articles of association and company law are used to illustrate the referee attitude in the current judicial practice.The first chapter analyzes the relationship between the contract law and the organizational law in comparison with the company charter and the company law,and clarifies that the organic and unified state of the two is the essence of the company charter autonomy.The second section shows the reasons why the organic law cannot replace the contract law,and analyzes the boundaries at the level of the principle of autonomy of private law.The first section of Chapter Four first draws conclusions on the aforementioned cases,and echoes Chapter One,and demonstrates them in two aspects.The second section uses the general method of delimiting the company’s articles of association derived from the full text to extend to other specific company articles of boundary issues,and tries to propose their own solutions to these focus issues.This article will introduce the case and case of the case for the control of Zhejiang Private Enterprise Joint Investment Co.,Ltd.and Zhenxing Biochemical Co.,Ltd.,and analyze the validity of the amendments to the articles of association in the case.Arbitrary discussion and its essential analysis,analyzes the path and limits of the company’s constitutional autonomy in China’s current legislation and judicial practice,further explores the substantive analysis of the contract law and the organizational law behind the company’s constitutional autonomy,and applies the conclusions To other controversial issues regarding the autonomy of the company’s articles of association.This paper considers that the organizational contract method is the theoretical basis of the company’s constitutional autonomy in China at this stage,and it is also the decisive factor that determines the autonomy of corporate constitution.The Organizational Contract Law,while acknowledging the contractual nature of the company’s articles of association and encouraging corporate autonomy,emphasizes the restriction and restraint of constitutional autonomy as an important attribute of organization.The organizational contract also proposes a new interpretation path for other issues under corporate governance,such as the restrictions on the external transfer of equity in the articles of association of a limited liability company.These have positive significance for us to better understand and use the articles of association for autonomy. |
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